How to Start a Partnership (LP|LLP) in West Virginia | VW Secretary of State

Welcome to the Start a Business tutorial which delves into how to register a partnership in the state of West Virginia. The Secretary of State website features an online filing system that allows each entity type to register their business and, once on file, manage their filings through a number of useful online functions. Should you decide to employ this e-registration method, you will be required to also file with the State Tax Department and the Unemployment Compensation Division using the same process (see tutorials below). On this webpage we’ve also included the requisite PDFs for those wishing to file through the mail instead. The filing fees for partnerships are as follows:

Before filing, we recommend that you perform a Business Entity Search to ensure that the name you plan on using for your entity hasn’t already been registered by another business in West Virginia. You may also reserve your name for a period of 120 days. Reservations cost a total of $15.

How to File a Domestic Partnership (Online)

This tutorial can be used for those forming limited, limited liability and general partnerships. It should be noted however, that due to the number of variables in the questionnaire, your application process may vary from the one displayed below.

Step 1- You will need to have an account with the Business 4 West Virginia online portal in order to access the registration process. A tutorial for account creation can be found here. Once you’ve got your account up and running, navigate to this webpage to login.

Step 2- The first page you should see will give you the Filing Option drop down menu. Choose the option to start a new business and click Go. If you don’t see a page that contains the window below, click on the Filing Cabinet option in the menu on the far left hand side of the screen.

Step 3- The first questions they’ll ask will be categorized under “The Basics”. All entities will be required to go through this opening procedure. Begin by making your selection of how the business will operate which in this case will be For-Profit.

Step 4- Select your activity category here.

Step 5- The next three windows will have you selecting your primary business activity (via NAICS code), indicating whether you want that information made available to the public, and answering if the activity covers 100% of the business. If the activity does not cover 100% of the code, you will be required to provide a secondary business activity on the following page.

Step 6- Provide a description of the business activity in the paragraph field they’ve supplied on this page.

Step 7- This is where you will indicate whether the business is domestic (formed in West Virginia) or foreign (any other selection). Once you chosen one of the five options, click Continue.

Step 8- Here you can check exemptions to see if your business doesn’t need to register. You are most likely starting a traditional business however so click No and Continue when ready.

Step 9- Select the number of persons that will own/control the partnership here.

Step 10- Finally we will be able to select the business structure. Select either LP, LLP, or GP and click Continue.

Step 11- If you plan to have employees working in West Virginia, there will be a number of questions you will be required to answer later on in your application. Select Yes or No here and click Continue.

Step 12- A summary of “The Basics” will be presented as well as a list of the questions to come in the application. When you’ve reviewed the document, you may click Continue.

Step 13- Provide the name of the business into the Business Name field. Remember that if it is a limited partnership or limited liability partnership, you will need to provide either the entity type, or an abbreviation there of, after your chosen name.

Step 14- Here you will be given the option to register a trade name (or DBA if GP). If you plan on only using the legal name, select this option and click Continue.

Step 15- You will most likely not have an existing business identifier number or FEIN if you are registering a new business. Select the third option indicating that no number has been assigned and click Continue.

Step 16- The choices you’ve made about the business structure or employees will most likely require you to have an FEIN at this point. Click the link to apply for one online so you can continue with the application. You may review our tutorial on FEIN application here if you need. Once retrieved, enter the number into the provided fields so you can advance to the next step.

Step 17- The Secretary of State asks filers for a number of business addresses. All partnerships will need to provide the physical location and the mailing address for tax returns. LPs and LLPs will also need to provide the principle office address and the office where the names of the partners are kept. Exclusively LLPs will be required to provide the registered address.

Step 18- Provide the name and address of the agent of process here.

Step 19- The next step will ask you to provide the general partner information. On the first page, click Add Record and on the second supply their name and address. It is required that LLPs and GPs provide at least two records while LPs will only need to supply one.

Step 20- The charter information required for LLPs will be the effective date of the statement of registration and the general character of the business in which it engages. LPs needn’t provide an effective date.

Step 21- This step is exclusively for LLPs as they will be able to supply other provisions to be included in the Statement of Registration if they so wish.

Step 22- All partnerships will be required to answered whether or not any of the owners have previously owned a business in this state and, on the secondary page, select one of the six phrases that best describe the business (most likely the topmost description).

Step 23- It is here that you will begin answering the questions categorized under “Operations and Activities” which will be supplied by the State Tax Department. Begin by providing the date on which operations began or will begin.

Step 24- The estimate of the annual gross income from this location should be indicated here. You will also be asked whether the income grossed over the previous year exceeded $4000.

Step 25- Answer whether or not the business has a location from which you will make retail sales or do service/maintenance work.

Step 26- Answer the next three pages regarding special product sales, special business activities and specialized services. On the fourth page you will be asked two more yes or no questions before you can continue.

Step 27- Enter the taxable year end month here.

Step 28- Answer whether or not the partnership has elected not to be treated as a partnership under the indicated internal revenue code.

Step 29- This page is simply announcing that you will begin answering questions regarding the withheld payroll taxes on employees. Click Continue.

Step 30- Our tutorial has not covered the questions regarding employees as we answered No to the question in step 11. If you are to hire employees within the first three months, you will be required to answer a number of other questions posed by the West Virginia Unemployment Compensation Division. Otherwise, select that your entity will not have employees in the near future and click Continue.

Step 31- Indicate where the payroll records are kept and on the second page provide where the payroll reports should be mailed.

Step 32- The next three pages will ask you if you are a scrap metal dealer or recycler, if you are a veteran owned organization, and will have you supplying the company website address (if applicable).

Step 33- Here you must sign off for the three departments covered in this application. Provide your name, the date, and your title for the State Tax Department. Provide your name, capacity, and email for the Secretary of State, and supply your name and capacity for the Unemployment Compensation Division.

Step 34- Here you will be able to expand each section to review the information supplied. Once you are satisfied that all information has been submitted correctly, you may proceed by clicking Select payment option.

Step 35- Choose between credit card and ACH payment. For the purposes of this tutorial, we’ve chosen to cover credit card payment. On the second page, review the filing fee and click Checkout.

Step 36- Here you will be required to provide the billing information and click Proceed to e-Pay.

Step 37- Finally, on this page you will be able to supply your full name, address , email address, and card information. Click Pay to officially submit your application to be processed.

How to File a Foreign Partnership (Online)

This tutorial can be used to instruct those registering foreign limited, limited liability and general partnerships. Not all steps will be applicable to all partnership types.

Step 1- You will need to have an account with the Business 4 West Virginia online portal in order to access the online registration forms. A tutorial for account creation can be found here. Once you’ve got your account up and running, navigate to this webpage to login.

Step 2- On the homepage, you should be able to locate a drop down menu that will give you the option to Register New Business. Select this option and click Go to continue to the next step.

Step 3- Here you will be able to click For Profit in reference to how the business will operate.

Step 4- Select the category that best describes your business category before clicking Continue.

Step 5- Your primary business activity can be described here by selecting the NAICS code and subcode from the drop down menus. On the next page they’ll ask you whether you want the information to be made available to the public. On the third page, they will ask if the primary business activity accounts for 100% of the business. If it does not account for 100% of the business, you will need to supply the secondary business activity.

Step 6- Describe the activity, operations, and work process of your partnership here.

Step 7- This is the page on which you can indicate whether you are a foreign or domestic entity. Select the option that applies to your situation before clicking Continue.

Step 8- You can check to see if there are any exceptions for which your partnership would be exempt from registration. If you’re confident that you will be required to register, simply select No and click Continue.

Step 9- Here is where you will be required to select your organization type/business structure.

Step 10- If you will have employees working for your partnership in West Virginia, you will need to indicate that this is the case here. Otherwise, click No to advance to the next step. Those who will be hiring employees will have a number of questions to answer later on in the interview process.

Step 11- This page will display all of the information submitted in the portion of the application that they’ve named “The Basics”. You will also be shown what to expect in the upcoming questionnaire. Click Continue to proceed to the questions posed by the Secretary of State.

Step 12- Begin by submitting your business name with the appropriate suffix (e.g. L.L.P. or limited liability partnership).

Step 13- If the entity will use a “Doing Business As” name, indicate that this is the case and provide it on the subsequent page. Also if your LLP would like to register a trade name, now is the time.

Step 14- If you have a business identification number for the partnership, namely a FEIN or West Virginia number, select the appropriate option. If you have note been assigned a number, select the third option and click Continue.

Step 16- Over the next few pages, you will be required to supply a number of addresses associated with the partnership. Most partnership types will need to provide the actual physical location in West Virginia, the mailing address for tax returns, the principle office address/home address and the office where the names of the partners are kept. LLPs will also need to provide the address of the registered office.

Step 17- The agent of process’s name and address should be provided here.

Step 18- The name and address of each general partner can be provided by clicking Add Record and entering the requisite information into the supplied fields. LPs will need to enter at least one partner while LLPs and GPs must supply at least two.

Step 19- The effective date of the statement of registration will need to provided. This step is exclusively for limited liability partnerships.

Step 20- Those forming limited partnerships will need to describe the character of the business in which the partnership engages. Click Continue when ready. LPs must also supply the state of organization and the original date of formation.

Step 21- Answer the two questions found on this page and click Continue.

Step 22- The date on which the partnership will begin doing business at the location previously specified should be indicated here. This will mark the beginning of the questions posed in the “Operations and Activities”

Step 23- The estimate of the annual gross income from this location should be provided. You will also be asked whether the income grossed over the previous year exceeded $4000.

Step 24- Answer Yes or No to this question regarding retail sales and service/maintenance work then click Continue to advance to the next step.

Step 25- Answer the next three pages regarding special product sales, special business activities and specialized services. On the fourth page you will be asked two more yes or no questions before you can continue.

Step 26- Enter the taxable year end month here.

Step 27- If your partnership has elected to be treated as a partnership, click No here. Otherwise, select Yes.

Step 28- The following questions will be regarding withheld payroll taxes and unemployment insurance. Click Continue to move past this statement.

Step 29- This particular tutorial features the registration of a partnership which does not plan on hiring employees. If you answered Yes to the question posed in question 10 of this guide, you will be required to answer a number of questions not covered in this particular tutorial. If you don’t plan on hiring, select the option that indicates that this is the case and click Continue to proceed.

Step 30- Indicate the address at which the payroll records and unemloyment compensation payroll reports will be kept on the next few pages.

Step 31- The following pages will ask if you are a scrap metal dealer or recycler, and if the operation is “Veteran-Owned”. You will also be able to submit the company website if one exists.

Step 32- Here you must sign off for the three departments covered in this application. Provide your name, the date and your title for the State Tax Department. Provide your name, capacity and email for the Secretary of State and supply your name and capacity for the Unemployment Compensation Division.

Step 33- The registration review will enable you to search through all the information submitted for each state department in order to edit when necessary. Click Select payment option to proceed.

Step 34- Choose between credit card and ACH payment. For the purposes of this tutorial, we’ve chosen to cover credit card payment. On the second page, review the filing fee and click Checkout.

Step 35- Here you will be required to provide the billing information and click Proceed to e-Pay.

Step 36- On this final page, you will be able to enter your full name, phone number, email address, and card information before clicking Pay and officially sending your application to the Secretary of State.

How to File a Domestic LP (PDF)

Step 1- Those wishing to file through the mail will need to do so by submitting the Certificate of Limited Partnership, downloadable here.

Step 2- Once opened in your PDF viewer, provide the following information:

1- Name of LP

2- Address of principle office

3- Principle mailing address

4- Address of office where the names of partners are kept and the county in which the office is located

5- Name and mailing address to whom the notice of service of process will be sent

6- Email address

7- Company website (if any)

8- Whether applicant operates other businesses and if so, how many and in how many counties

9- Purpose of partnership

Page 2

10- Name and address of each partner

11- Additional provisions

12- Is partnership “veteran-owned” (yes/no)

13- Name and phone number of contact person

14- Name, signature, and date of signing from each partner

Step 3- Once the form has been completed in its entirety, print it off and provide all the required signatures. You will then need to pay the $100 filing fee via check made out to the West Virginia Secretary of State and send both the form and the fee to the below address for processing.

5- Name and mailing address to whom the notice of service of process will be sent

6- Address at which there is kept a list of all limited partners

7- Email address

8- Company website (if any)

9- Whether applicant operates other businesses and if so, how many and in how many counties

10- Purpose of partnership

Page 2

10- Name and address of each partner

11- Is partnership “veteran-owned” (yes/no)

12- Name and phone number of contact person

13- Name, signature, and date of signing from each partner

Step 3- Once you’ve completed, signed, and printed off the document, you will be required to attach to it a certificate of good standing and the filing fee. The $150 fee can be paid by check made out to the West Virginia Secretary of State. Send all items to the below address for processing when ready.

4- Address of registered office if principle office is not located in West Virginia

5- Name and mailing address to whom the notice of service of process will be sent

6- Address at which there is kept a list of all limited partners

7- Email address

8- Company website (if any)

9- Business activity of partnership

10- Effective filing date

Page 2

11- Is partnership “veteran-owned” (yes/no)

12- Name and phone number of contact person

13- Name, signature and date of signing from each partner

Step 3- Once the form has been completed, you can print it off and have each partner sign it. You must then send it to the Secretary of State (address below) for processing with the attached filing fee ($250 domestic and $500 foreign). This fee should be provided in the form of a check made payable to the West Virginia Secretary of State.

Tips

EIN – If you are forming a new, domestic partnership and you haven’t done so online, you will be required to apply for an Employer Identification Number (the online registration portal requires that all entities have an EIN in order to complete the filing process). For those who are unaware, the number is issued to all entities and individuals that are required to pay withholding taxes on their employees. For this reason, you will be unable to legally hire employees without first acquiring this identifier. Click on the heading of this paragraph to review the application process for an EIN. Filers may apply Online or through the PDF of the form SS-4.

Partnership Agreement- Although it is not required that you draft a partnership agreement for your entity, this document may serve as the most important legal document in regards to the management of your entity’s internal affairs. Through this document, you will be able to establish a number of provisions which are essential to the smooth operation of your business entity. Without a signed form such as this one, the internal affairs of your partnership will by default be governed by the state statutes surrounding partnerships. Take a look at the free template, available in Adobe PDF and Microsoft word, found linked in the heading of this paragraph to get a better understanding of the usefulness of a partnership agreement.

Renewal- The process of renewal, like in most states, can be accomplished through the filing of an annual report. For all businesses, this can be submitted online through the use of the Business 4 West Virginia portal, a filing method that is encouraged by the Secretary of State. Alternatively you may file through the mail with a completed PDF (Limited Partnership, Domestic Limited Liability Partnership, Foreign Limited Liability Partnership). The renewal fee for all partnerships is $25 with exception to foreign limited liability partnerships who will be required to re-register every other year and pay another $500. All filings are due by midnight of July 1st.